SEC NEWS DIGEST

Issue 2013-186
September 26, 2013

COMMISSION ANNOUNCEMENTS

Commission Meetings

Closed Meeting on Thursday, October 3, 2013 at 10:30 a.m.

The subject matter of the Closed Meeting will be: institution and settlement of injunctive actions; institution and settlement of administrative proceedings; adjudicatory matters; and other matters relating to enforcement proceedings..

At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact the Office of the Secretary at (202) 551-5400.

ENFORCEMENT PROCEEDINGS

Commission Charges Accountant for Madoff Clients for Role in Creating False Books and Records

The Securities and Exchange Commission (Commission) today charged the longtime accountant for many of Bernard Madoff's oldest and wealthiest clients for his role in the creation of false books and records used in the massive Ponzi scheme. The SEC alleges that Paul Konigsberg's assistance resulted in the formation of inaccurate trade confirmations each month as well as the development of phony data and records documenting the fabricated trades that were, in turn, falsely reflected in the ledgers and related books and records at Bernard L. Madoff Investment Securities LLC (BMIS).

"Konigsberg played a vital role in Madoff's deception of his oldest and wealthiest clients over many years," said Andrew M. Calamari, Director of the SEC's New York Regional Office. "Konigsberg's acquiescence, cooperation, and collaboration were essential to the Madoff fraud."

In a parallel action, the U.S. Attorney's Office for the Southern District of New York today announced criminal charges against Konigsberg.

According to the SEC's complaint filed in U.S. District Court for the Southern District of New York, Konigsberg aided and abetted the falsification of books and records at BMIS from at least the mid-1990s to late 2008. Konigsberg provided tax or accounting services for more than 200 BMIS client accounts, including five of Madoff's wealthiest and oldest clients who invested more than a billion dollars combined in BMIS. Konigsberg received fees directly from BMIS clients for the accounting services that he provided them, and BMIS and Madoff paid him a monthly fee of $15,000 or $20,000 as a "retainer" for providing accounting services to a wealthy and longtime Madoff client and his adult children.

The SEC alleges that Konigsberg coordinated with BMIS staff to:

Decide upon desired investment or tax gains and losses to be manufactured and reflected on BMIS account statements and in BMIS computer systems to ensure his clients enjoyed favorable tax treatment for their purported investment activity.

Confer about backdated trades and fictitious account activity entered into the computer systems to create the desired trading results.

Return or destroy his clients' true BMIS account statements and design alternative fictitious account activity to be entered into the firm's books and records and reflected on new phony account statements.

The SEC's complaint alleges that Konigsberg, who lives in Greenwich, Conn., aided and abetted the BMIS violations of Section 17(a) of the Securities Exchange Act and Rule 17a-3, and Section 204 of the Investment Advisers Act and Rule 204-2. The SEC's complaint seeks disgorgement of ill-gotten gains, financial penalties, and permanent injunctions against Konigsberg. The SEC appreciates the assistance of the U.S. Attorney's Office for the Southern District of New York and the Federal Bureau of Investigation. The SEC's investigation is continuing. (Press Rel. 2013-202)

The Commission today announced an emergency action to freeze the assets of a Las Vegas-based firm and its sole owner charged with perpetrating a Ponzi scheme against thousands of investors living primarily in Japan.

The SEC alleges that Edwin Fujinaga and his company MRI International raised more than $800 million from investors who were told that their money would be used to buy accounts from U.S. medical providers with outstanding balances to collect from insurance companies. Fujinaga and MRI falsely represented that they purchased the accounts at a discount so they could recover the full amount and turn a profit for investors. They purchased no such accounts in reality, and merely used investor money to pay the principal and interest due to earlier investors in typical Ponzi fashion. Investor funds also were used to buy luxury cars and pay Fujinaga's credit card bills, alimony, and child support.

"Fujinaga deceived and exploited his Japanese investors into believing that they were buying safe investments with a steady return," said George S. Canellos, Co-Director of the SEC's Division of Enforcement. "Instead, Fujinaga operated a Ponzi scheme on an enormous scale that financed his own extravagant lifestyle."

The SEC's complaint was filed under seal in U.S. District Court for the District of Nevada two weeks ago and unsealed yesterday by the court. The Honorable James C. Mahan granted the SEC's request for a temporary restraining order, asset freeze, and other emergency relief against MRI, Fujinaga, and CSA Service Center LLC, which is a company controlled by Fujinaga that is the nominal owner of homes that he occupies in Las Vegas, Beverly Hills, and Hawaii. CSA Service Center is named as a relief defendant in the SEC's complaint for the purposes of recovering any ill-gotten assets from the fraud that may be in its possession.

The SEC closely coordinated its investigation with the Financial Services Agency of Japan (JFSA) and the Japanese Securities and Exchange Surveillance Commission (SESC), exchanging documents and other evidence critical to the case.

"Cross-border cooperation can successfully halt fraudsters who attempt to use international boundaries to avoid prosecution," said Gerald W. Hodgkins, Associate Director in the SEC's Division of Enforcement. "The close coordination between the SEC and Japanese regulators was critical to freezing Fujinaga's assets and foiling his scheme."

According to the SEC's complaint, the Ponzi scheme began in October 1998. Fujinaga, who lives in Las Vegas, operated from there but also had a sales office in Tokyo. MRI and Fujinaga hosted Japanese investors in the U.S. for solicitation presentations and tours of MRI's Las Vegas offices. They told investors they could invest in either U.S. dollars or Japanese yen, and promised returns ranging from 6 to 10.32 percent depending on the size and duration of the investment. Fujinaga and MRI falsely represented that they used investor money solely and exclusively to buy medical accounts receivable. Besides misappropriating money between investors, Fujinaga illicitly transferred investor money to MRI's operating accounts, where it was used to pay for general operating expenses instead of medical accounts. He also transferred money to other entities he owned that were not in the business of collecting medical account receivables. Investor funds also were siphoned to another company owned by Fujinaga called The Factoring Company, which bought Fujinaga's cars and paid his bills.

The SEC's complaint charges Fujinaga and MRI with violations of the antifraud provisions of the federal securities laws, and the SEC seeks disgorgement of ill-gotten gains, financial penalties, permanent injunctions, and other emergency relief.

The SEC's investigation, which is continuing, has been conducted by Danette R. Edwards and Thomas C. Swiers and supervised by Gregory G. Faragasso. The JFSA's Yuichiro Enomoto, who was detailed to the SEC, provided valuable assistance. The SEC's litigation is being led by Richard E. Simpson and Robert I. Dodge. The SEC appreciates the assistance of the JFSA, SESC, and the State of Nevada Division of Mortgage Lending. (Press Rel. 2013-201)

The Commission today charged the former CEO of an education services provider based in China with stealing tens of millions of dollars from investors in a U.S. public offering, and charged another executive with illegally dumping his stock in the company after he helped steal valuable company assets.

The SEC alleges that ChinaCast Education Corporation's former CEO and chairman of the board Chan Tze Ngon illicitly transferred $41 million out of the $43.8 million raised from investors to a purported subsidiary in which he secretly held a controlling 50 percent ownership stake. From there, Chan transferred investor funds to another entity outside ChinaCast's control. Chan also secretly pledged $30.4 million of ChinaCast's cash deposits to secure the debts of entities unrelated to ChinaCast. None of the transactions were disclosed in the periodic and other reports signed by Chan and filed with the SEC.

The SEC further alleges that Jiang Xiangyuan, ChinaCast's former president for operations in China, avoided more than $200,000 in losses by illegally selling approximately 50,000 ChinaCast shares after participating in the ownership transfer of one of company's revenue-generating colleges before it was publicly disclosed by a new management team. ChinaCast had a market capitalization of more than $200 million before these alleged frauds came to light. After Chan and Jiang were terminated and their misconduct was publicly disclosed by new management, ChinaCast's market capitalization dropped to less than $5 million.

"The massive fraud perpetrated by Chan destroyed hundreds of millions of dollars in market value, and Jiang's brazen insider trading allowed him to profit by dumping his own shares on the market before the fraud was exposed," said Andrew M. Calamari, Director of the SEC's New York Regional Office.

According to the SEC's complaint filed in federal court in Manhattan, ChinaCast entered the U.S. capital markets through a reverse merger in December 2006, and its common stock was listed on the NASDAQ from Oct. 29, 2007 to June 25, 2012. ChinaCast conducted multiple public stock offerings in the U.S., with the second one occurring in December 2009 when ChinaCast represented that the proceeds would be used for "working capital, future acquisitions, and general corporate purposes." Chan instead directed and engaged in the transactions that moved investor funds outside ChinaCast's corporate structure for his personal benefit. He did so without seeking or obtaining the approval of ChinaCast's board of directors, and the transactions were not publicly disclosed until ChinaCast's new management prompted the company to file a Form 8-K on Dec. 21, 2012, disclosing Chan's misconduct.

The SEC alleges that ChinaCast falsely stated in multiple SEC filings signed by Chan that the company indirectly owned 98.5 percent of ChinaCast Technology (HK) Limited - the purported subsidiary to which Chan first transferred investor funds. However, ChinaCast actually held only an indirect 49.2 percent interest while Chan personally owned 50 percent. Chan also signed a number of periodic reports falsely stating that offering proceeds were under ChinaCast's control and falsely including those funds in amounts that ChinaCast reported as cash and cash equivalents. Chan also defrauded shareholders and prospective investors by secretly pledging ChinaCast's existing term cash deposits as collateral to secure debts incurred by various third parties that had nothing to do with ChinaCast's business. Chan signed periodic reports falsely stating that ChinaCast's cash and cash equivalents were completely unencumbered.

"Chan orchestrated the systematic looting of ChinaCast and hid his misconduct by repeatedly lying to investors about the company's assets until he lost control of the board and was terminated," said Sanjay Wadhwa, Senior Associate Director for Enforcement in the SEC's New York office. "Officers and directors who misuse their access to the U.S. capital markets will be held accountable for their insidious behavior."

According to the SEC's complaint, Jiang was a member of the senior management group headed by Chan. Jiang engaged in illegal trading based on inside information by selling his shares on March 28, 2012, at $4.59 per share. After Chan's management group lost control of the board, they transferred ownership of ChinaCast's three profitable brick-and-mortar colleges away from ChinaCast to Jiang and the dean of one of the colleges. They were later sold to others. At least one of the colleges was transferred to Jiang and the dean three weeks before Jiang's March 28 stock sale. Jiang was terminated on March 29, and NASDAQ suspended trading in ChinaCast on April 2 due to its failure to file an annual report for 2011. ChinaCast was later delisted. When over-the-counter trading resumed on June 25 after multiple disclosures made by new management about former management's misconduct, the stock opened at 55 cents per share and closed at 82 cents. ChinaCast's stock is currently trading at 10 cents per share.

Chan is charged with violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 as well as violations of various corporate reporting, recordkeeping, and internal controls provisions. Jiang is charged with illegal insider trading in violations of the same antifraud provisions. The SEC seeks disgorgement of ill-gotten gains plus prejudgment interest, financial penalties, permanent injunctions, and officer-and-director bars.

The SEC's investigation, which is continuing, has been conducted by Dominick Barbieri and George Stepaniuk in the SEC's New York office. The SEC's litigation will be led by Nancy Brown. Assisting in the investigation was the SEC's Cross Border Working Group, which has representatives from each of the agency's major divisions and offices and focuses on U.S. companies with substantial foreign operations. (Press Rel. 2013-200; LR-22819)

The Commission today charged the operators of a South Florida-based boiler room scheme with defrauding seniors and other investors they pressured into purchasing stock in a company that purportedly developed ground-breaking technology for the National Football League to use in the Super Bowl.

The SEC alleges that Peter Kirschner of Delray Beach, Fla. and his business partner Stuart Rubens of North Miami struck an agreement with Thought Development Inc. (TDI) to solicit investors and sell unregistered company stock to help the Miami Beach-based company raise capital. TDI states that its signature invention is a laser-line system that generates a green line on a football field that is visible as a first-down marker not only on television, but also within the stadium to players, fans, and officials. TDI claims its technology would decrease the time needed by officials to determine first downs and generate more time to be sold to television advertisers.

The SEC alleges that through sales agents paid by their company Premiere Consulting, Kirschner and Rubens schemed to misrepresent to investors that their money would be used to develop TDI's technology and fund a purported IPO of its stock. Instead, 75 percent of the offering proceeds were retained by Premiere Consulting or paid to sales agents through undisclosed commissions and fees. Investors also were falsely promised that TDI's laser-line technology would be used during NFL games, and one individual invested an additional $75,000 because a sales agent lied and said that NFL Commissioner Roger Goodell purchased the technology for use in the 2013 Super Bowl. TDI did not have any agreements with the NFL or any team to feature its technology during football games, let alone at the Super Bowl.

"Kirschner and Rubens used boiler rooms and high-pressure sales tactics to swindle seniors into believing they could help revolutionize the way we watch football," said Eric I. Bustillo, Director of the SEC's Miami Regional Office. "But these fraudsters merely did an end run with investor money."

Kirschner has a prior history of securities law violations. In 2006, he was charged by the SEC for fraudulent sales of prematurely issued stock dividend shares and agreed to pay nearly $165,000 to settle the charges. Kirschner and Rubens agreed to settle these latest SEC charges. They will be barred from participating in any penny stock offerings, and monetary sanctions against them will be determined by the court at a later date.

Glenn S. Gordon, Associate Director for Enforcement in the SEC's Miami Regional Office, said, "It is vitally important to crack down on those who think they can get away with breaking the same laws twice. We will continue to aggressively pursue repeat violators like Kirschner.

According to the SEC's complaint filed in U.S. District Court for the Southern District of Florida, TDI terminated its relationship with Premiere Consulting, Kirschner, and Rubens in late 2011 when it found out about the lies being told to investors and the undisclosed commissions and other fees. However, Kirschner and Rubens then expanded their scheme by forming a new company Advanced Equity Partners and continuing to solicit investors and sell purported TDI stock. They generated false trade documents to dupe investors into believing they had purchased TDI shares when in fact they had not. Kirschner and Rubens took nearly all investor funds for personal use and payments to sales agents.

According to the SEC's complaint, Premiere Consulting and Advanced Equity raised more than $2.4 million from approximately 200 investors nationwide from July 2011 to November 2012. Kirschner, Rubens, and their companies failed to disclose to investors that they retained or paid sales agents through commissions and fees that comprised a significant chunk of the money raised from investors. For example, Advanced Equity sales agents lied to a 79-year-old retiree living on a fixed income by telling him they would only take a commission if he resold the stock for a profit in the future. In reality, Advanced Equity, Kirschner, and Rubens immediately paid their sales agents $15,000 of the $27,000 that he invested, and kept the rest of the money in their own accounts.

The SEC alleges that investors were falsely promised that TDI was about to go public when Kirschner and Rubens knew that TDI had not taken any of the required steps. They falsely promised guaranteed returns to investors when they had no basis to do so. For example, Rubens directly solicited a 77-year-old retiree to invest in TDI in February 2012. After the retiree declined to invest, Rubens and his sales agents engaged in high-pressure sales tactics and further enticed him with false promises about "guaranteed returns." Advanced Equity later sent the retiree a false trade confirmation letter to deceive him into believing he had purchased $100,000 worth of TDI shares when, in fact, he had not. Ultimately, the retiree relented to the pressure and invested $25,000.

The SEC's complaint charges Advanced Equity, Premiere Consulting, Kirschner, and Rubens with violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 and Rule 10b-5. They are settling the charges without admitting or denying the allegations.

The SEC separately filed a complaint in federal court against TDI and its chairman Alan Amron to charge them with securities registration violations. The federal securities laws require all issuances of common stock to be registered with the SEC or meet a legal exemption from registration, and the complaint alleges that they enabled the unregistered solicitation of investors in their original agreement with Kirschner and Rubens. TDI and Amron agreed to settle the charges without admitting or denying the allegations, and Amron agreed to pay a $10,000 penalty.

The SEC's investigation, which is continuing, has been conducted by Kevin B. Hart and Fernando Torres in the Miami office, and supervised by Jason R. Berkowitz. The investigation followed an examination conducted by Anson Kwong under the supervision of Nicholas A. Monaco and the oversight of John C. Mattimore. (Press Rel. 2013-199; LR-22815)

In the Matter of Nova Dean Pack

The Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission's Rules of Practice, Making Findings and Imposing Remedial Sanctions against Nova Dean Pack ("Pack"). The Order finds that Pack was enjoined from future violations of Sections 5(a) and 5(c) of the Securities Act of 1933 and Section 15(a) of the Exchange Act, in the civil action entitled SEC v. Elrod, et al., Case No. 13-CV-02449 (WYD) (D. Colo.). The Order further finds that the Commission's complaint in SEC v. Elrod alleged, among other things, that Pack, without being registered with the Commission as a broker or dealer and without being an associated person of a registered broker or dealer, participated in the unregistered offer and sale of promissory notes issued by CFS Holding Company LLC (CFS) by, among other things, referring certain individuals, including his legal clients, to invest in CFS, a company owned and managed by Pack's friend, Brian G. Elrod, for commissions. The complaint also alleged that Pack participated in CFS's promissory note offering by drafting some of the promissory notes, acting as a witness for some of the promissory notes, and arranging for at least one investor's funds to be wired to CFS. Based on the foregoing, the complaint alleged that Pack acted as an unregistered broker in connection with the unregistered CFS promissory note offering.

Based on the above, the Order bars Pack from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization, and from participating in any offering of a penny stock. The Order also suspends Pack from appearing or practicing before the Commission as an attorney. Pack consented to the issuance of the Order without admitting or denying the findings in the Order except he admitted the entry of the judgment against him. (Rel. 34-70526)

In the Matter of Brian G. Elrod

The Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940, Making Findings and Imposing Remedial Sanctions against Brian G. Elrod ("Elrod"). The Order finds that Elrod was enjoined from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, in the civil action entitled SEC v. Elrod, et al., Case No. 13-CV-02449 (WYD) (D. Colo.). The Order further finds that the Commission's complaint in SEC v. Elrod alleged, among other things, that in connection with the offer, purchase, and sale of promissory notes issued by CFS Holding Company LLC, Elrod misused and misappropriated investor funds, misrepresented that investor funds would be used to expand Elrod's financial services companies, misrepresented the risks associated with the CFS promissory notes, and otherwise engaged in a variety of conduct which operated as a fraud and deceit on investors. The complaint also alleged that Elrod improperly failed to register the CFS promissory note offering with the Commission.

Based on the above, the Order bars Elrod from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization, and from participating in any offering of a penny stock. Elrod consented to the issuance of the Order without admitting or denying the findings in the Order except he admitted the entry of the judgment against him. (Rel. 34-70527)

In the Matter of Alan Ferraro

The Commission announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, and Notice of Hearing (Order) against Alan Ferraro, a resident of Manalapan, New Jersey. The Order finds that on June 22, 2012, Respondent pled guilty to one count of grand larceny in the third degree in violation of New York law. People v. Joseph Stevens and Co., et al., Case No. 02394-2009 (N.Y. Ct. App.) The Order further finds that in connection with his guilty plea, Respondent admitted that he participated in a firm-wide scheme while he was associated with Joseph Stevens & Company, Inc., a registered broker-dealer at the time, to generate and charge customers excessive and undisclosed commissions in connection with the purchase and sale of securities. (Rel. 34-70534)

SEC Charges CEO and CFO of Digital Products Company with Securities Fraud

The Commission filed a complaint in the United States District Court for the Western District of New York against ImageXpres Corporation ("ImageXpres"), a publicly traded microcap company based near Rochester, New York, its President and CEO, John Zankowski and its CFO, Kevin Zankowski. The Commission's complaint alleges that ImageXpres, John Zankowski and Kevin Zankowski violated the antifraud provisions of the Securities Exchange Act of 1934 ("Exchange Act") by engaging in a scheme to misrepresent the financial performance of ImageXpres. Through material misstatements in press releases, unaudited financial statements and other public documents, they falsely portrayed ImageXpres as an increasingly profitable small technology company with growing sales when, in fact, it was a failing start-up venture that had little revenue and lacked the financial means to commercially produce the digital products it claimed to be selling to national retail customers. All three defendants have agreed to a proposed settlement of the Commission's action on the terms described below.

Specifically, the complaint alleges that over a multi-year period, ImageXpres made numerous materially false and misleading statements about its operations and revenue in the company's press releases, financial statements and other documents that the Zankowskis prepared and disseminated to the public. Beginning with the year ended December 31, 2008 and continuing through the second quarter of 2011, ImageXpres reported substantial sales revenue and dramatic revenue growth in numerous press releases and financial statements even though it lacked the financial resources to produce on a commercial scale the products that it touted and failed to secure the customer orders that it claimed to have received. For example, ImageXpres reported revenue growth rates in excess of 300 percent during this period for some products in spite of the absence of virtually any bona fide sales of those products. Despite the Zankowskis' efforts to portray ImageXpres as an increasingly profitable small technology company, ImageXpres is essentially dormant now with little or no capital.

Simultaneous with the filing of the Commission's complaint, ImageXpres, John Zankowski, and Kevin Zankowski have consented, without admitting or denying the allegations in the complaint, to the entry of final judgments: (i) permanently enjoining each of them from future violations of Section 10(b) of the Exchange Act and Rule 10b-5; (ii) barring John Zankowski and Kevin Zankowski from acting as officers or directors of a public company and from participating in an offering of penny stock; and (iii) imposing civil monetary penalties of $50,000 against John Zankowski and $25,000 against Kevin Zankowski. The proposed settlement is subject to the Court's approval. [Securities and Exchange Commission v. ImageXpres Corporation, et al., Civil Action No. 6:13-cv-6526-DGL (W.D.N.Y.) (Rel. LR-22816)]

The Commission today charged the owner of two Florida-based companies with defrauding investors in five oil and gas offerings by misrepresenting such key facts as the amount of available reserves, the use of investor funds, and the his success in the oil and gas industry.

The SEC alleges that Ronald Walblay of Delray Beach, Fla., perpetrated the fraud through RyHolland Fielder Inc., which has managed a number of oil and gas limited partnerships, and his former brokerage firm Energy Securities Inc., which sold the partnerships' interests - none of which were registered with the SEC as required under the federal securities laws. Walblay raised at least $12 million from more than 195 U.S. and foreign investors by falsely touting in sales brochures that RyHolland Fielder offered millions of barrels of oil and natural gas reserves. Walblay also falsely touted in offering materials that investors could receive potential returns of up to 2,270 percent. Meanwhile, not a single investor had ever profited from any of the partnerships, and Walblay used a greater percentage of investor funds than was disclosed to pay salaries and marketing expenses for investor conferences.

According to the SEC's complaint filed in U.S. District Court for the Southern District of Florida, the unregistered securities offerings by Walblay and his firms were in Basin Oil L.P., Basin Oil HV L.P., Great Plains Oil L.P., Permian Basin Oil L.P., and Texas Permian Oil LLLP. They solicited investors from approximately January 2009 to November 2012.

The SEC alleges that in some offerings Walblay falsely portrayed to investors that RyHolland Fielder offered billions of cubic feet of natural gas reserves in place. Walblay, Energy Securities, and RyHolland lacked any basis to make this statement to investors because no such reserves existed.

The SEC further alleges that the offering materials for the limited partnerships misled investors about the use of proceeds. For example, contrary to the statements made in documents distributed to investors, money raised from investors in the Permian Basin Oil L.P. offering were partly used to pay expenses incurred in the prior oil and gas offerings.

According to the SEC's complaint, Walblay exaggerated his past success in the industry. For instance, he told investors that a prior offering he conducted in 1991 featured a well that produced more than 100,000 barrels of oil in less than 45 days. There was no basis to make this statement.

The SEC's complaint charges Energy Securities, RyHolland, and Walblay with violating Sections 5(a) and (c) and 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5. The complaint also charges Walblay with aiding and abetting violations of Section 10(b) of the Exchange Act and Rule 10b-5. The SEC seeks financial penalties, disgorgement of ill-gotten gains with prejudgment interest, and permanent injunctions.

The SEC's investigation was conducted by Jenny A. Trotman and Kathleen Strandell in the Miami Regional Office, and supervised by Thierry Olivier Desmet. The SEC's litigation will be led by Christine Nestor. The SEC appreciates the assistance of the New Orleans office of the Financial Industry Regulatory Authority. (Rel. LR-22818)

Commission Charges Stock-Collateralized Loan Companies and their Owner with Fraud

The Commission announced that, on September 26, 2013, it filed a civil action in the United States District Court for the Eastern District of Pennsylvania against William Dean Chapman, Jr. (Chapman), a resident of Sterling, Virginia, and his companies, Alexander Capital Markets, LLC and Alexander Financial, LLC (collectively, the Alexander Companies), charging them with operating a fraudulent stock-collateralized loan business.

The Commission's complaint alleges that, from at least June 2006 through June 2009, Chapman and the Alexander Companies raised money by inducing borrowers to transfer ownership of millions of shares of publicly traded securities to them as collateral for purported non-recourse loans based on false promises, including the promise to return the shares, or remit share profits in excess of accrued interest, to borrowers who repaid their loans. By no later than June 2006, Chapman and the Alexander Companies were doing nothing to ensure their ability to repurchase and return shares to borrowers who elected to repay their loans, or remit share profits in excess of accrued interest to borrowers. Instead, they used the proceeds to pay other borrowers, for operating costs, and for their own benefit. This was despite the fact that many of the loan agreements entered into by Chapman and the Alexander Companies with borrowers assured borrowers that the defendants would engage in "hedging" strategies, would "hedge," or would enter into contracts with counterparties that would ensure that the portfolios could be returned. In so doing, they deliberately or recklessly misrepresented to new borrowers that, among other things, they could perform under new agreements. By early 2007, Chapman and the Alexander Companies were unable to honor maturing loan agreements, but continued to enter into new agreements under false pretenses. Defendants also fraudulently accepted over $2 million in loan repayments from at least two borrowers and used the funds to repay other borrowers and for Chapman's personal benefit.

As a result of the conduct described in the complaint, the Commission alleges that the defendants violated the antifraud provisions of the securities laws set forth in Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and seeks permanent injunctions, disgorgement together with prejudgment interest, and civil monetary penalties from the defendants. [Securities and Exchange Commissionv.William Dean Chapman, Jr., Alexander Capital Markets, LLC, and Alexander Financial, LLC, 13-CV-5648 (E.D. Pa.) (Rel. LR-22820)

Commission Revokes Registration of Securities of Universal Travel Group for Failure to make Required Periodic Filings

The Commission revoked the registration of each class of registered securities of Universal Travel Group (UTG) for failure to make required periodic filings with the Commission.

Without admitting or denying the findings in the Order, except as to jurisdiction, which it admitted, UTG consented to the entry of an Order Instituting Proceedings, Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 finding that UTG had failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 13a-1 and 13a-13 thereunder and revoking the registration of each class of UTG's securities pursuant to Section 12(j) of the Exchange Act.

Brokers and dealers should be alert to the fact that Exchange Act Section 12(j) provides, in pertinent part, as follows:

No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked . . . .

Order Instituting Proceedings, Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934, In the Matter of Universal Travel Group, Administrative Proceeding File No. 3-15528, (Rel. 34-70536)

On September 26, 2013, the Commission revoked the registration of each class of registered securities of Global 8 Environmental Technologies, Inc. (GBLE) for failure to make required periodic filings with the Commission.

Without admitting or denying the findings in the Order, except as to jurisdiction, which it admitted, GBLE consented to the entry of an Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 as to Global 8 Environmental Technologies, Inc. finding that it had failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 13a-1 and 13a-13 thereunder and revoking the registration of each class of GBLE's securities pursuant to Section 12(j) of the Exchange Act. This order settled the charges brought against GBLE in In the Matter of Camelot Entertainment Group, Inc., et al., Administrative Proceeding File No. 3-15387.

Brokers and dealers should be alert to the fact that Exchange Act Section 12(j) provides, in pertinent part, as follows:

No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked. (Rel. 34-70506)

On September 26, 2013, the Commission revoked the registration of each class of registered securities of Colorado 2001B Limited Partnership (Colorado 2001B) for failure to make required periodic filings with the Commission.

Without admitting or denying the findings in the Order, except as to jurisdiction, which it admitted, Colorado 2001B consented to the entry of an Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 as to Colorado 2001B Limited Partnership finding that it had failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 13a-1 and 13a-13 thereunder and revoking the registration of each class of Colorado 2001B's securities pursuant to Section 12(j) of the Exchange Act. This Order settled the proceedings brought against Colorado 2001B in In the Matter of Colorado 2001B Limited Partnership, et al., Administrative Proceeding File No. 3-15467.

Brokers and dealers should be alert to the fact that Exchange Act Section 12(j) provides, in pertinent part, as follows:

No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked. (Rel. 34-70507)

Investment company orders

Guinness Atkinson Asset Management, Inc., et al.

A notice has been issued giving interested persons until October 21, 2013, to request a hearing on an application filed by Guinness Atkinson Asset Management, Inc., et al., for an order to permit: (a) certain open-end management investment companies or series thereof to issue shares (Shares) redeemable in large aggregations only (Creation Units); (b) secondary market transactions in Shares to occur at negotiated market prices; (c) certain series to pay redemption proceeds, under certain circumstances, more than seven days from the tender of Shares for redemption; (d) certain affiliated persons of the series to deposit securities into, and receive securities from, the series in connection with the purchase and redemption of Creation Units; (e) certain series to issue Shares in less than Creation Unit size to investors participating in a distribution reinvestment program; and (f) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the series to acquire Shares. (Rel. IC-30735 - September 26, 2013)

Self-regulatory organizations

Immediate Effectiveness of Proposed Rule Change

A proposed rule change filed by NYSE Arca, Inc. amending the NYSE Arca Options Fee Schedule to add an additional tier to the Lead Market Maker rights fees (SR-NYSEArca-2013-95) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the FederalRegister during the week of September 23th. (Rel. 34-70503)

A proposed rule change filed by NYSE Arca, Inc. amending the NYSE Arca Options Fee Schedule to include an additional Market Maker monthly posting credit tier (SR-NYSEArca-2013-93) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the FederalRegister during the week of September 23th. (Rel. 34-70504)

A proposed rule change filed by EDGA Exchange, Inc. to amend EDGA Rule 11.13, Clearly Erroneous Executions (SR-EDGA-2013-28) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the FederalRegister during the week of September 23th. (Rel. 34-70512)

A proposed rule change filed by EDGX Exchange, Inc. to amend EDGX Rule 11.13, Clearly Erroneous Executions (SR-EDGX-2013-35) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the FederalRegister during the week of September 23th. (Rel. 34-70511)

A proposed rule change filed by Chicago Board Options Exchange, Incorporated relating to the CBSX Clearly Erroneous policy pilot program (SR-CBOE-2013-091) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the FederalRegister during the week of September 23rd. (Rel. 34-70509)

A proposed rule change filed by International Securities Exchange, LLC to amend ISE Rule 2128 relating to Clearly Erroneous Trades (SR-ISE-2013-49) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the FederalRegister during the week of September 23rd. (Rel. 34-70510)

A proposed rule change filed by Chicago Board Options Exchange, Incorporated to amend the Fees Schedule (SR-CBOE-2013-090) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the FederalRegister during the week of September 23rd. (Rel. 34-70522)

A proposed rule change filed by C2 Options Exchange, Incorporated relating to message types, connectivity and bandwidth allowance (SR-C2-2013-034) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the FederalRegister during the week of September 23rd. (Rel. 34-70508)

A proposed rule change filed by the Miami International Securities Exchange LLC to amend the MIAX Fee Schedule (SR-MIAX-2013-47) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the FederalRegister during the week of September 23rd. (Rel. 34-70523)

A proposed rule change filed by the NYSE Arca, Inc. (SR-NYSEARCA-2013-94) to amend the NYSE Arca Equities Schedule Of Fees And Charges For Exchange Services regarding calculation of the Mid-Point Passive Liquidity Order Tier has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the FederalRegister during the week of September 23rd. (Rel. 34-70520)

A proposed rule change filed by Financial Industry Regulatory Authority, Inc. to extend the clearly erroneous pilot period and to remove certain references to individual stock trading pauses in Rule 11892 (SR-FINRA-2013-041) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the FederalRegister during the week of September 23rd. (Rel. 34-70516)

A proposed rule change filed by National Stock Exchange, Inc. to amend its Fee and Rebate Schedule (SR-NSX-2013-18) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the FederalRegister during the week of September 23rd. (Rel. 34-70525)

A proposed rule change filed by New York Stock Exchange LLC to extend the pilot program for certain clearly erroneous executions under Rule 128 and remove references to individual security trading pauses contained in Rule 128(c)(4) (SR-NYSE-2013-65) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the FederalRegister during the week of September 23rd. (Rel. 34-70519)

A proposed rule change filed by NYSE MKT LLC to extend the pilot program for certain clearly erroneous executions under Rule 128 - Equities and remove references to individual security trading pauses contained in Rule 128(c)(4) - Equities (SR-NYSEMKT-2013-78) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the FederalRegister during the week of September 23rd. (Rel. 34-70517)

A proposed rule change filed by NYSE Arca, Inc. to extend the pilot program for certain clearly erroneous executions under Rule 7.10 and remove references to individual security trading pauses contained in Rule 7.10(c)(4) (SR-NYSEArca-2013-100) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the FederalRegister during the week of September 23rd. (Rel. 34-70518)

A proposed rule change filed by NYSE Arca, Inc. (SR-NYSEArca-2013-99) amending NYSE Arca Equities Rule 5.3(i)(1)(i)(H) to change the required advance notice period for submitting certain notices to the Exchange has become effective under Section 19(b)(3)(A) of the Exchange Act. Publication is expected in the FederalRegister during the week of September 23rd. (Rel. 34-70528)

A proposed rule change filed by BATS Exchange, Inc. to the Clearly Erroneous Execution Rule (SR-BATS-2013-053) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the FederalRegister during the week of September 23rd. (Rel. 34-70513)

A proposed rule change filed by BATS-Y Exchange, Inc. to the Clearly Erroneous Execution Rule (SR-BYX-2013-033) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the FederalRegister during the week of September 23rd. (Rel. 34-70514)

A proposed rule change filed by The NASDAQ Stock Market LLC to the Clearly Erroneous Rule (SR-NASDAQ-2013-127) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the FederalRegister during the week of September 23rd. (Rel. 34-70529)

A proposed rule change filed by Chicago Stock Exchange, Inc. to extend a pilot program related to Article 20, Rule 10 concerning the handling of clearly erroneous transactions (SR-CHX-2013-17) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the FederalRegister during the week of September 23rd. (Rel. 34-70515)

A proposed rule change filed by Miami International Securities Exchange LLC amending exchange Rule 604 in connection with market maker continuous quoting obligations (SR-MIAX-2013-44) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the notice is expected to be made in the FederalRegister during the week of September 23th. (Rel. 34-70505)

Approval of Proposed Rule

The Commission granted approval of a proposed rule change (SR-FINRA-2013-033), submitted by Financial Industry Regulatory Authority, Inc. pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934, and Rule 19b-4 thereunder, to amend FINRA Rule 9217 (Violations Appropriate for Disposition Under Plan Pursuant to SEC Rule 19d-1(c)(2)). Publication is expected in the FederalRegister during the week of September 23rd. (Rel. 34-70521)

The Commission provided notice of filing of Amendment No. 1 and granted accelerated approval of a proposed rule change (SR-MSRB-2013-05), as modified by Amendment No. 1 thereto, to amend MSRB Rules G-8, G-11, and G-32 to include provisions specifically tailored for retail order periods. Publication is expected in the FederalRegister during the week of September 23rd. (Rel. 34-70532)

The Commission approved a proposed rule change (SR-CBOE-2013-079) filed by Chicago Board Options Exchange, Incorporated to amend Rule 24.7 to add factors for determining whether to halt volatility index options trading. Publication is expected in the FederalRegister during the week of September 23rd. (Rel. 34-70524)

Joint Industry Plans

The Commission approved the Fifth Amendment to the National Market System Plan to Address Extraordinary Market Volatility by BATS Exchange, Inc., BATS Y-Exchange, Inc., Chicago Board Options Exchange, Incorporated, Chicago Stock Exchange, Inc., EDGA Exchange, Inc., EDGX Exchange, Inc., Financial Industry Regulatory Authority, Inc., NASDAQ OMX BX, Inc., NASDAQ OMX PHLX LLC, the Nasdaq Stock Market LLC, and National Stock Exchange, Inc., New York Stock Exchange LLC, NYSE MKT LLC, and NYSE Arca, Inc. (File No. 4-631) to: (1) amend Section VII(C)(1) of the Plan to provide that if a Trading Pause is declared for an NMS Stock in the last ten minutes of trading before the end of Regular Trading Hours, the Primary Listing Exchange shall not reopen for trading and shall attempt to execute a closing transaction using its established closing procedures, and (2) to amend Section I of Appendix A of the Plan to revise the definition of which ETPs are eligible to be included in the list of Tier 1 NMS Stocks under the plan. Publication of the order is expected to be made in the FederalRegister during the week of September 23rd. (Rel. 34-70530)

Institution of Proceedings to Determine Whether to Disapprove

The Commission is instituting proceedings pursuant to Section 19(b)(2)(B) of the Securities Exchange Act of 1934 to determine whether to disapprove a proposed rule change filed by Municipal Securities Rulemaking Board (SR-MSRB-2013-04) relating to a new Rule G-45, on reporting of information on municipal fund securities. Publication is expected in the FederalRegister during the week of September 23rd. (Rel. 34-70531)

The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue.

Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

5.06

Change in Shell Company Status

6.01

ABS Informational and Computational Material.

6.02

Change of Servicer or Trustee.

6.03

Change in Credit Enhancement or Other External Support.

6.04

Failure to Make a Required Distribution.

6.05

Securities Act Updating Disclosure.

7.01

Regulation FD Disclosure

8.01

Other Events

9.01

Financial Statements and Exhibits

8-K reports may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.